TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.
The applicable information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
On September 3, 2020, Trans World Entertainment Corporation (the “Company”) filed with the State of New York Department of State a Certificate of Amendment of its Certificate of Incorporation, (1) changing the name of the Company from Trans World Entertainment Corporation to Kaspien Holdings Inc., (2) setting the size of the Board of Directors (the “Board”) at three directors, (3) permitting shareholders entitled to vote to take an action without a meeting by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, instead of unanimous approval, and (4) implementing certain transfer restrictions intended to prevent an ownership change that could substantially reduce tax benefits associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code of 1986, as amended, after the Board approved such amendments and the shareholders of the Company approved such amendments at the Annual Meeting of Shareholders. See Item 5.07 below.
The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effective September 3, 2020, the Board amended the Company’s Bylaws, (1) setting the size of the Board at three directors and (2) permitting shareholders entitled to vote to take an action without a meeting by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, instead of unanimous approval.
The amendment to the Bylaws are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are more fully described in our proxy statement:
On the record date for the Annual Meeting, there were 1,825,198 shares issued, outstanding and entitled to vote. Shareholders holding 1,688,331 shares were present at the meeting, in person or represented by proxy. The results of the voting at the Annual Meeting were as follows:
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 2 – AMENDMENT TO CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
PROPOSAL NO. 3 – AMENDMENT TO CERTIFICATE OF INCORPORATION AND BYLAWS TO SET THE SIZE OF THE BOARD OF DIRECTORS AT THREE DIRECTORS
PROPOSAL NO. 4 – AMENDMENT TO CERTIFICATE OF INCORPORATION AND BYLAWS TO PERMIT SHAREHOLDER ACTION BY WRITTEN CONSENT
PROPOSAL NO. 5 – AMENDMENT TO CERTIFICATE OF INCORPORATION TO IMPLEMENT CERTAIN TRANSFER RESTRICTIONS
PROPOSAL NO. 6 – RATIFICATION OF FRUCI & ASSOCIATES II, PLLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On September 8, 2020, the Company will change its ticker symbol from “TWMC” to “KSPN”. The ticker symbol change will be effective at the open of the NASDAQ Capital Market on September 8, 2020.
On September 3, 2020, the Company issued a press release announcing the Company’s new ticker symbol (the “Press Release”).
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
TRANS WORLD ENTERTAINMENT CORP ExhibitEX-3.1 2 brhc10014895_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TRANS WORLD ENTERTAINMENT CORPORATION Under Section 805 of the Business Corporation Law THE UNDERSIGNED,…
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About TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC)
Trans World Entertainment Corporation is a specialty retailer of entertainment products, including trend, video, music, electronics and related products. The Company operates a chain of retail entertainment stores and e-commerce sites, www.fye.com and www.secondspin.com. It owns interest in Record Town, Inc., through which its principal operations are conducted. It operates over 270 mall-based stores under the For Your Entertainment (f.y.e.) brand, including f.y.e. stores and video only stores. The Company operates over 260 mall-based f.y.e. stores, which carry entertainment products, including video, music, trend, electronics, video games and related products. It operates over nine video-only stores under the Suncoast Motion Pictures brand, which specialize in the sale of video and related product. It operates approximately 30 freestanding stores under the f.y.e. brand, which carries entertainment products, including video, music, trend, electronics, video games and related products.
